


Shoulder to Shoulder

by PocketMouse18



Category: Agents of S.H.I.E.L.D. (TV), Marvel
Genre: Alternate Universe - College/University, F/M, Friends to Lovers, Philinda - Freeform
Language: English
Status: In-Progress
Published: 2021-02-14
Updated: 2021-03-14
Packaged: 2021-03-14 19:01:35
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 5
Words: 14,886
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/29423484
Author URL: https://archiveofourown.org/users/PocketMouse18/pseuds/PocketMouse18
Summary: If it hadn’t been such a slow day at work, Melinda might not have noticed him come in at all. Well, no, that was a lie. She would have noticed him come in no matter how busy they were... It was just the way that familiar faces managed to draw your attention, whether you wanted them to or not, she supposed, and while it had been nearly two years since they’d spent any real time together, the face of Phil Coulson was still a familiar one to her.Or, a college AU in which former high school friends Phil and Melinda reconnect and rekindle their friendship, although Melinda quickly finds that there's more to Phil than she remembered.
Relationships: Andrew Garner & Melinda May, Phil Coulson/Melinda May
Comments: 39
Kudos: 49





	1. A Coffee Coincidence

**Author's Note:**

> Hi there! This story is technically set in the same universe as my other story (The Important Thing is to Try), but it can 100% be read as an independent work, so no worries if you haven't read Important Thing. All you really need to know is that this is set before that one, in the nebulous 1980-somethings, and that it's going to take us through the early years of Phil and Melinda's relationship. I hope you enjoy!
> 
> General TW for entire fic: some swearing, alcohol mentions/use - I'll also mention chapter-specific TWs should they arise.

_Spring Semester, Sophomore Year_

If it hadn’t been such a slow day at work, Melinda might not have noticed him come in at all. Well, no, that was a lie. She would have noticed him come in no matter how busy the coffee shop was. Partly because she always noticed every costumer that came in through the front doors, thanks to the obnoxious little bell that her manager had installed over the doorframe, and partly because she always noticed him any time their paths crossed. It wasn’t intentional, or in some kind of obsessive way or anything like that, but she always managed to pick him out of a crowd, whether it was from across the quad, hunkered down in a study carrel at the library, or awkwardly standing in opposite corners of a room at some party they had both been inevitably dragged to. It was just the way that familiar faces managed to draw your attention, whether you wanted them to or not, she supposed, and while it had been nearly two years since they’d spent any real time together, the face of Phil Coulson was still a familiar one to her.

He’d changed a little since the last time she’d spotted him barreling out of the history department on her way to class – his hair was a little longer, and he’d combed it to the other side from how she remembered – but otherwise he was the same Phil she remembered from high school. Same boyish face, same grey-blue eyes, same megawatt smile. He shook the snow from his shoulders and greeted Candace, her coworker who was wiping down tables out front, as he came in, then took a seat near the window. If he noticed her, he made no indication that he had. That was fine with her. She wasn’t thrilled about people she knew finding her at work most of the time. The apron was far from flattering, and the stupid visor she was forced to wear made her feel like she should be coaching senior citizens in shuffleboard rather than handing over poorly brewed, overpriced coffee.

Melinda studied him carefully, and watched as he wiped his palms against his pantlegs three times in two minutes. He was nervous about something. Not that she knew him all that well, but nervous wasn’t a look she was used to seeing on Phil. Her interest was certainly piqued, but not enough to do anything about it but continue to watch from a distance.

He sat there for almost twenty minutes before Neil, her manager, sidled up to her wearing a dubious look.

“Has he just been sitting there this whole time?” Neil asked.

Melinda nodded. “He’s checked his watch a few times. I think he’s waiting for someone.”

“Well if he doesn’t order something soon, he’s going to have to leave,” Neil said sourly.

“It’s a coffee shop,” Melinda responded, with a roll of her eyes. “People come in here to sit or read or study all the time.”

“Paying customers come in here to sit or read or study,” corrected Neil. “And don’t roll your eyes, Melinda, that’s poor customer service.”

Melinda gritted her teeth to keep from snapping a retort at Neil that she would regret. He wasn’t always completely insufferable, but the straightlaced grad student and his wheedley voice had a way of getting under her skin.

“If he doesn’t order something in the next five minutes,” Neil told her, his eyebrow raised in an infuriating gesture of condescension, “you’ll need to call campus security to have him removed.”

“Are you serious?”

“I don’t ask you to do things that I don’t want done, Melinda,” Neil clipped. He left then, disappearing to his tiny makeshift office in the back of the store where he spent most of his shifts. Melinda waited until the door had shut behind him to shrug the agitated tension out of her shoulders.

“Asshole,” she muttered towards the office door. He wasn’t the worst boss she’d ever had, but he was definitely the most annoying. Still, she knew he meant what he had said, so she resigned herself to going over to deliver the warning to Phil. She had no interest in calling the campus police on him over something as silly as a coffee order.

He was gazing intently out the window when she approached, so it wasn’t until she was right in front of his table that he realized she was there. The look of surprise on his face was a little funny, she had to admit, and the way that the surprise melted almost immediately into an old, familiar grin gave her an odd feeling, like she’d just missed a step on the way down the stairs. She shook it off quickly.

“Oh my god, Melinda? What are you doing here? You hate coffee.”

“Working,” she said bluntly. She was slightly taken aback that Phil remembered that minuscule fact about her, and that it was right on the tip of his tongue like that. “I don’t have to drink the coffee, just sell it.” Phil blushed a little and grinned sheepishly.

“Right,” he nodded, gesturing to her uniform. “Should have put that one together. Sorry, I’m a little nervous.”

“I’m supposed to tell you that you need to order something if you want to keep sitting here,” she told him. He shrank somewhat in his seat, and she felt her expression soften into an apologetic one. “Sorry. My manager’s unusually uptight about that kind of thing.”

“Oh my – yeah, no, of course,” Phil said quickly. “I should have done that first, I guess. I was just… well, I’m waiting for someone, so I thought…”

“It’s really not a big deal,” Melinda assured him. “I figured that was the case. I just don’t want you to get kicked out before your date gets here.”

“Is it that obvious?”

Melinda was caught by surprise. “Oh, I was just kidding. I didn’t realize this was an actual date. I thought you and Audrey—"

“We broke up,” Phil said flatly. “Last semester.”

“I’m sorry.” Melinda didn’t really know what else to say to that. She had never known Audrey all that well, but she didn’t have anything against her. Until now, apparently, since it seemed like Phil wasn’t totally over the breakup.

“It’s fine,” Phil sighed with a sad smile. “It wasn’t ugly or anything. Just kind of realized we weren’t a good fit anymore. Well, that, and she met a dashing oboe player that I can’t compete with.”

Melinda snorted. “No oboe player is that competitive.” She felt her face go hot. She hadn’t meant to say that out loud. She didn’t mean it like it sounded. She just meant that most oboe players weren’t exactly hot commodities, and Phil was… well, she didn’t know what, exactly, but Audrey was silly to have dumped him.

Phil didn’t seem bothered by her comment, though. He laughed and smiled more broadly. “I totally agree.” He paused for a little while, lost in some thought, then said quietly, “I think it just stings because we really thought we’d be the couple from high school that made it. I mean, I guess everybody does, but… I don’t know, she was there for me after my dad, and… well, you know. You were there for it, too.”

“I think most people who have a high school sweetheart hope they’ll be the one to tell the grandkids about,” Melinda shrugged. “Doesn’t work out for most people. At least you’re not alone in that.”

“I guess you’re right,” Phil mused. “I guess this means you and Andrew are the last couple still together from high school, then, huh?”

Now it was Melinda’s turn to laugh, a wry chuckle working its way out. “That’s ancient history. We broke it off ages ago. We’re still friends, though.”

“‘Still friends’ as in, ‘you said that to make the breakup amicable, but if you passed on the street you’d pretend not to notice the other person’ or as in actually still friends?” Phil asked, a twinkle in his eye.

“Actually still friends,” Melinda said firmly. “We have lunch together sometimes, study together. Talk about classes, life. He still drags me to those fraternity parties every now and then. We work better as friends.”

“That’s good, I guess.” Phil twiddled his thumbs absentmindedly. “I keep meaning to catch up with him. With all of you, I guess. I don’t really see many people from high school these days.”

“Me neither. I wouldn’t worry about it too much. Nobody seems to be clamoring to get the band back together.”

“That’s true. It’s kind of funny how so much can change in a couple of years. The people you used to think you’d be inseparable from suddenly are barely in your orbit.” Phil’s face fell somewhat.

“Don’t make it sound so depressing,” Melinda chided playfully. “That used to be my job.”

“God, yeah, you were a dour one, weren’t you?” Phil chuckled. “So serious. I think that’s why Andrew liked you so much at first.”

“I was angry, I was fifteen,” May shrugged. “My parents had just split up. I thought I had every reason in the world to be pessimistic.”

“And now? Are you optimistic these days?”

“Realistic,” she said. “Situations aren’t helped by emotional evaluations most of the time. Better to approach them realistically and deal with what you actually have in front of you, not hopes or fears about what could be in front of you.”

“Glad to know you haven’t changed too much since high school, then.”

“I feel like I should be taking offense at that.”

“Not at all,” Phil said quickly, holding up his hands and grinning at her. She felt the corners of her own mouth twitching in a return smile. It felt a little odd to be smiling at work – and not the plastic smile she had to plaster on her face while she worked the register.

“Speaking of being realistic,” she said, taking care to speak delicately, “I think you might want to start considering the fact that you’ve been stood up. You’re welcome to stay, of course, but you are going to have to order something.”

“Oh right,” he said, giving himself a shake. “That’s what you came over to tell me in the first place, isn’t it?” The realization of his failed date was starting to set it, May could tell. He was disappointed, even if he was trying to pretend like he wasn’t. She’d recognize that dejected puppy look in his eyes no matter how many jokes he cracked.

“Why don’t you just sit here and wait a few more minutes?” she suggested. “I can bring you over something so you don’t have to leave the table. That way you won’t miss whoever it is you’re waiting for if they come in late.” So much for being a realist. Still, the flicker of hopeful anticipation that rekindled in Phil’s eyes was worth abandoning her usual principles for just a moment.

“You’d do that?”

“Sure,” she shrugged. “It’s not like we have any other customers right now anyway. And I’m feeling generous. Any special requests?”

Phil shook his head and returned his attention to the window, but not before flashing Melinda a grateful smile. When she came back a few minutes later with a hot chocolate in hand, the seat across from him was still empty and his smile had faltered again.

“Do I not look like a coffee drinker to you?” he asked teasingly, once he had taken a sip of the drink. May cocked an eyebrow at him.

“Are you?”

“Not really,” he admitted. “I’ll have some from time to time, if I need the caffeine or if that’s what everybody else is drinking. Not really my thing, though.”

“So you picked a coffee shop for your first date because…?”

“Camilla suggested it. She’s a coffee expert, apparently, and this is one of the few places she gets coffee from on campus.”

“And Camilla is the girl you’re supposed to be meeting?” Melinda wasn’t exactly sure why she was asking so many questions. She wasn’t normally a chatty person, especially at work, but she chalked it up to the fact that it was a slow day and she was a little starved for conversation.

“Camilla Reyes. We have Peruvian Lit together, and, I don’t know, it seemed like a good idea to ask her out at the time…” Phil trailed off sheepishly. “We were having this argument about whether Vallejo or Arguedas is the better poet, and she was just defending her points so well. And we’d talked about coffee the week before, because I’d complimented her thermos, and I just figured, ‘hey, why not take a shot,’ you know? The worst thing she could say is no. And there was no way Audrey was going to want me back, so I might as well put myself out there again.” Phil was talking quickly now, the words spilling out faster than he probably realized. Melinda was glad she hadn’t given him anything caffeinated to drink.

“Well that’s… admirable,” she said lamely, after a beat.

“You don’t have to sugarcoat it for me,” he smiled. “I know I’m kind of pathetic at the moment. I’ve come to terms with it.”

“Not pathetic,” Melinda corrected him. “A little… pitiable, maybe?”

Phil laughed. “I don’t think that’s any better.” Melinda bit back a laugh of her own.

“I guess you’re probably right.”

“You know,” Phil sighed, pausing to take a long sip of his hot chocolate, “when I asked her out, I thought there couldn’t be anything worse than a rejection. But honestly, her saying yes and then standing me up definitely ranks below an outright no.”

“It’s always possible she didn’t stand you up,” Melinda offered. “Maybe she got held up or got the day wrong.”

“Possible, but highly unlikely,” Phil shrugged. “I knew it was a longshot. It’s probably better this way. At least now we can pretend like this never happened and go back to not speaking outside of class discussion.”

“Good to know you’ve decided to be so mature about it,” teased Melinda.

“Are you telling me that ignoring embarrassment and avoiding my problems isn’t the mature way to handle conflict?” Phil’s eyes held the faintest sparkle, and Melinda could see that he was starting to ease himself back into the chipper attitude she remembered him bearing so well.

“God knows I’m not the one you should be asking for advice about conflict resolution,” Melinda scoffed, and she caught herself smiling again. It was odd how easily her mouth worked itself into that shape talking to him.

“That’s a good point. I probably shouldn’t be listening to someone who once punched the New Holstein Butter Queen.”

“I didn’t _punch_ her,” Melinda said, aghast.

“I seem to remember a closed fist involved. Pretty sure that counts as a punch.”

“It wasn’t a punch,” she said adamantly. “And it’s not like I went around picking fights with everyone I met. The Butter Queen was a rare – and well-deserved – exception.”

“What was it she called me? I honestly can’t remember…”

“‘ _A hopeless hayseed whose only prospects were to be burned out and balding by 35,_ ’ if I recall correctly,” she quoted drily.

“Had that right on the tip of your tongue, didn’t you?”

“I don’t care for superiority.”

“Well, I mean, she was butter royalty over in New Holstein. A lowly peasant like me really had no chance with a dignitary like her.” Phil was laughing now, and Melinda could feel herself softening.

“She could have just told you no,” she shrugged. “She didn’t have to insult you like that.”

“And you didn’t have to come to my defense, and yet I now I have the fantastic memory of you completely decking the girl I asked to prom junior year,” Phil grinned.

“Andrew was so mad at me for that,” chuckled Melinda. “He never liked it when I got physical with people. I think he’s too much of a pacifist to ever be comfortable with my proclivity for violence. I got a lecture on healthy anger outlets from him after that, plus one on proper decorum from the principal and one on using my words rather than my fists from my father. That one cost a fortune in long-distance calling.”

“Not one from your mother?”

“Interestingly, no.” Another smile tugged at Melinda’s lips. “I think she was kind of impressed, to be honest. But she’s never cared for superiority, either.”

Movement towards the back of the store caught Melinda’s attention then, and she suspected that Neil would be emerging for his regularly scheduled inspection.

“I should get back to work,” she told Phil apologetically. “If my manager catches me fraternizing with a customer, he’ll probably swallow his own Adam’s apple out of indignation.”

“Don’t let me keep you,” Phil smiled. “Thanks for the drink. And for the company.”

“No problem.” She was about to turn and leave when Phil spoke again, stopping her.

“This was nice. Catching up. It was good to talk with you.” He paused, lifted one shoulder slightly in a gesture of casual suggestion. “We should do it again sometime. I could call you, if you wanted. What’s your extension?”

“I’m in Ross Hall, extension 6574.” She smiled politely then, the faux-cheery smile that she was so used to wearing in this place. She knew there was no way he would actually call. It was just one of those things you said to people to be polite after spending some time with them. ‘ _This was fun_ ,’ ‘ _we should do it again soon,_ ’ that sort of thing. People rarely made good on their offers to catch up, and that was fine with her. It had been nice to see Phil, and talking with him had been much better than the alternative of standing behind the counter waiting for a disgruntled slew of students to come and brusquely order subpar coffee, but there wasn’t any reason for their encounter to extend beyond the thirty or so minutes they’d just shared. That was just how life went.

“6574,” Phil repeated. “All right. Good. I’ll call. Thanks again, Melinda. It was good to see you.”

They said their goodbyes then, and Phil went on his way, turning up the collar of his jacket against the January wind and the blustery snow that was still swirling around outside. Melinda May thought that would be the last look of him she’d have for a while. Melinda May had been wrong.

**Notes for the Chapter:**

> Happy Valentine's Day! In honor of the holiday (and the now very belated New Years challenge to write something you haven't written before), I've tried my hand at a romance-focused story... hopefully it goes well! For those who might be curious, this originally started as a series of flashbacks that I was going to weave into the sequel I'm drafting for Important Thing, but the more I jotted things down for the flashbacks, the more I realized there was a complete story there that really deserved its own attention outside of the other one, so here we are :)
> 
> Since the story's already written, it's my goal to update once (or twice? we'll see..) a week until it's all here. Feel free to yell at me in the comments if I slip behind on the schedule ;) Thanks so much for reading! I'm glad you're here <3


	2. Fancy Seeing You Here

_Spring Semester, Sophomore Year_

Less than a week passed between the ill-fated coffee date and the next time Melinda ran into Phil, much to her surprise. She had gotten stuck working the worst shift at Tillman’s, a hole in the wall bar on campus where she worked when she wasn’t busy slinging coffee. The timing of the shift wasn’t terrible – Friday nights were busy, and while tips weren’t all that big, there was a good chance for a higher volume of them throughout the night. No, the reason why no one wanted that particular shift, affectionately called ‘the Migraine Shift’ by her coworkers, was because Friday nights meant live, usually mediocre but always very loud, music.

The band that night was noteworthy only for the presence of a bassoon player in the midst of the guitars, bass, and drums, although Melinda couldn’t say with any certainty that the bassoon added anything much to the overall sound of the group. The amps were, as usual, turned up about four numbers higher than they should have been, and her eardrums were thrumming well before the end of her shift was in sight.

Doing her best to block out the valiant effort at making music happening across the room, Melinda focused instead on her customers. Mostly they were people looking for something cheap and easy that they could haul with them over towards the band, where a crowd was gathered and, somehow, dancing to the noise leaking out of the amps, but a few people lingered at the bar, nursing drinks or avoiding the collection of humanity sloshing around on the dancefloor. One of those people tuned out to be a thoroughly out-of-place looking Phil Coulson.

“We’ve got to stop meeting like this,” she half-shouted at him over the music as she approached. “Please don’t tell me you got stood up again.”

“What?” Phil blinked and looked around, and it took him a second to register what he had heard with what he was seeing. Once the pieces clicked into place, he grinned a sheepish grin. “No, not stood up. Well, not exactly. My roommate made me come. Or, technically, his girlfriend made him come, which meant I had to come, too. He said he would meet me here. Apparently his friend is in the band.”

“I’m sorry to hear that.”

“Oh, no, I’m sure he’s coming. He’s just not very punctual.”

“I meant about his friend being in the band,” Melinda smirked. Phil tried hard not to laugh.

“They’re not very good are they?” he asked. “Not that I would ever say that to either of them. I wouldn’t want to hurt their feelings.”

“You’re a much kinder person than me.”

“So what are you doing here?” Phil wanted to know. Melinda raised an eyebrow at him.

“Working. Or did you think I just like hanging out behind the bar?”

“I thought you worked at the coffee place.”

“I can have more than one job,” she pointed out. “I have to pay for school somehow.”

“Tell me about it,” Phil lamented. “$928.50 a year doesn’t just appear out of nowhere. I had to work double hours for Dr. Erskine all last semester to make sure I had next year covered.”

“Dr. Erskine must pay well.”

“He does,” smiled Phil. “He’s a very nice man. I think he feels kind of bad for me, honestly. I’m pretty sure he’s paying me double what a normal assistant makes, but any time I try to call him out on it, he just starts speaking German and pretending like he doesn’t understand me.”

Melinda tisked. “You know what they say about looking a gift horse in the mouth.”

“I know, I know,” Phil laughed. “It’s not like I want him to pay me less. I just don’t want him to feel like he has to take care of some poor, fatherless kid.”

“I’m sure he doesn’t feel that way,” Melinda said gently. “He probably pays you well because he thinks you do a good job and deserve to be paid for it. Not because he sees you as some charity case.”

“No, I know. You’re right. I’m just being sensitive.”

“Sitting at the bar alone tends to bring that out in most people,” ribbed Melinda. “I have to go check on some other customers, but is there something I can get you while you wait for your roommate?”

“I don’t think there’s anything you’re legally allowed to serve me here,” he teased back. “Speaking of which, how exactly are you allowed to serve alcohol? I know for a fact I’m several months older than you and several months shy of 21.”

“Bartending age in Wisconsin is 18.” Melinda rummaged behind her and pulled out a glass that she promptly began to fill with ginger ale and grenadine syrup. “They changed the drinking age a few years ago, but not the bartending age.”

“Ah, so just like the coffee, you serve only that which you don’t yourself drink,” Phil nodded in mock solemnity. Melinda dropped a couple of cherries into the glass and slid it across the bar to Phil, who caught it at the last second. He raised his eyebrows. “You made me a Shirley Temple?”

“It seemed like the kind of thing you would drink,” Melinda shrugged. She shot him a defiant look, like she was daring him to correct her. “I was right about the hot chocolate. Am I right about this one, too?”

“Maybe,” Phil said, pouting slightly, but still taking a sip from the drink. “Just don’t tell Tony. If he asks, this has vodka or something in it.”

“Your roommate?”

Phil nodded. “He’s always on me for being too much of a square. I can already hear him razzing me about my kiddie drink.”

“My lips are sealed.”

She made her way back down the bar then, administering refills to a few and arming a band of boys with overly coiffed hair and chunky pastel sportscoats with a round of beers. Most people were more interested in congregating near the band than at the bar, though, so it wasn’t long before she found herself drifting back down to the end where Phil sat.

When she pulled within earshot of him, she was surprised to see him joined by two other people – a guy with dark hair and the obnoxiously over-styled goatee of someone who hadn’t yet fully cultivated all of his facial hair, and a redheaded woman who seemed to be only half listening as the guy yammered on and on at her.

“—and I found out today that this campus is still using an ARPANET server for electronic mail, which would be fine if we were a cowtown computing center, but we’re a major institute of information and technology. So I rewired some servers and hooked it up through the phoneline, which let me use the cabling already installed—”

“Tony, what does this have to do with the idea you wanted to tell me about?” the woman asked.

“That’s the thing. All this electronic mail is getting sent over these old hardline servers. It’s fast, but it could be so much faster. There’s an information superhighway just waiting to be cracked. Think about it – you could digitize the servers, put them all in some kind of information cloud that could be accessed anywhere, at any time. No cables. No dialups. It’d be like those wireless cellular phones they’re talking about making, but bigger. Better. For more than just calling. For mail, or data, or whatever kind of information you wanted to send or store.”

“Honestly, it’s like we never left the computer lab,” the woman said to Phil, rolling her eyes.

“At least you got him here,” Phil shrugged.

“I’m just glad we didn’t miss Rhodey’s set. Aren’t you glad we got here in time to see Rhodey play, Tony?”

“God, they’re really awful, aren’t they?” The guy, Tony, frowned. “I thought Rhodey said they kicked ass. This is worse than that ‘Wake me up and go’ song you call into the radio for all the time, Coulson.”

“I like Wham,” Phil sulked. “And it’s ‘Wake Me Up Before You Go-Go.’ Not whatever you just said.”

“They’re not _that_ bad,” the woman said feebly.

“Liar. I can’t believe you dragged me out here just so I could listen to something that’s making my ears revolt,” Tony grumbled.

“Tony, I dragged you out here so you could support your friend. Your friend who you’re going to be very nice to and say ‘wow, great show, Rhodey!’ to once this is all over.”

“I’m not doing that. You can’t mire me in your lies, Pepper.”

“Do you guys want something to drink?” Phil asked quickly, spying Melinda – and his chance to avert an argument – nearby. Melinda took her cue well and approached, ready to take whatever highly complicated drink order Phil’s roommate was probably about to place.

“Scotch. Whatever your best one is.” The order surprised her. As far as Melinda knew, only old men in executive board rooms drank scotch, but the Wham-hating computer geek seemed serious.

“That’s not a common order around here,” she said as she checked his ID and began to pour.

He shrugged. “Been drinking scotch since I was sixteen. My dad gave me a bottle for my birthday, told me to start getting used to the taste.”

“Not exactly father of the year,” the woman, Pepper, presumably, said darkly. Melinda didn’t comment on that, just set the glass down on the bar and watched as Tony drank deeply. Pepper murmured something to him that Melinda couldn’t hear over the din of the band, but if she had to guess, Pepper’s lips looked as if they were saying something along the lines of ‘pace yourself.’

“So, um, Melinda, this is Tony, my roommate, and Pepper,” Phil said. “Tony and Pepper, this is Melinda.”

“First-name basis with the bartender,” Tony quipped. “Not bad for a guy who doesn’t get out much.”

“We knew each other in high school,” Melinda corrected him, while at the same time, Phil answered “We’re friends.”

Tony snorted. “Sounds like you two need to get your story straight. You know you can just say she’s your rebound, Coulson. I won’t judge.”

“That’s not—” Phil spluttered. “I don’t need a _rebound_ , Tony, I’m fine.” Melinda inhaled sharply through her nose, but held her tongue. One of the many downsides of being on the clock. No dressing down of the crass customers.

“Don’t be an ass, Tony,” Pepper scolded. “I’m sorry,” she apologized, looking from Phil to Melinda. “He never has a filter, but he’s not usually quite so crude.”

“Sorry,” Tony said, chastened. “Still working on that ‘think before I speak’ thing.”

The music finished then, and the bassoon player belted into the microphone “Thank you, UW! We are Justin and the Hammertones and we’ll be back in 20!”

“We should go say hello,” Pepper said, taking Tony by the arm. “Rhodey will want to see you.” The pair of them whisked away and Melinda watched as Tony plastered a smile on his face to go and speak to the guitarist, who seemed excited to see them.

“So that’s your roommate,” she said, once she had Phil alone again.

“That’s Tony,” Phil nodded.

“He’s… interesting.”

“He’s a lot,” admitted Phil. “He’s a trust fund kid who’s smart enough and rich enough to have gone to MIT or Berkley or whatever engineering school he wanted, but who picked the state school to tick off his dad. Insanely smart. I never know what he’s talking about most of the time, and I’m always finding computer chips and screws and wires all over our room. But he’s a good guy once you get to know him.”

“I’ll take your word for it.”

“And Pepper’s great. Always thinking two or three steps ahead. Plus she’s good at wrangling him, and she’s a good listener.”

“Can’t say I’d be interested in a relationship where I have to wrangle my partner,” Melinda said dryly.

“I guess it works for them,” Phil shrugged. “They balance each other out, maybe.”

“Maybe.”

“So you’re not interested in wrangling,” Phil said then, a cheeky grin spreading across his face. “Is there a different kind of relationship you’re looking for?”

“I’m pretty sure the bartender is supposed to give relationship advice to the customer, not the other way around,” Melinda told him. The cool sarcasm that slid so easily off her tongue didn’t fool Phil quite as smoothly as she might have hoped, and it was clear that he saw right past her attempts to deflect.

“You had your turn to counsel in the coffee shop. I’m just trying to return the favor. I can be your wingman.”

“I don’t need a wingman.”

“Everybody needs a wingman. Unless you’re already seeing someone…?”

“No. Flying solo. But I still don’t need a wingman.”

“Humor me,” Phil urged. “What do you look for in a date?”

“I have customers,” she pointed out. Phil held up his hands in surrender and Melinda turned to serve the large group of people who had drifted over to the bar once the band had taken their break. The smile that she had been forcing herself to bite back worked its way out once she turned her back on Phil. He was such a doofus. As if she would ever let him set her up with someone. She might not know much about him, but she was certain that Phil Coulson knew even less about romance than she did.

**Notes for the Chapter:**

> We had the day off because of the snow, which means I had time to get the next one up! Hope you enjoy!
> 
> Thanks so much for being here and reading :)


	3. Clipped Wing(man)

_Spring Semester, Sophomore Year_

He called her. He actually called her. It had been a couple of weeks since she’d seen him at the bar, but true to his word, Phil Coulson picked up his telephone and dialed her dorm extension. Melinda had been so surprised to hear his voice on the other end of the line that it took her a second to answer him.

“Hello? Melinda? It’s… it’s Phil.”

“Phil. Hi,” she finally managed to spit out. She cradled the receiver between her chin and shoulder so she could twist the cord between her fingers more freely. One of the few nervous habits she hadn’t been able to shake herself of.

“Sorry, is now a good time to call?” Phil asked tentatively. He must have sensed her hesitation. “I forgot to check with you about your schedule last time. I can call back if—”

“No,” she said quickly. “Now is fine. I just wasn’t… I wasn’t expecting to hear from you, honestly,” she admitted.

“Oh, well… surprise!” he said. She could practically hear the smile in his voice. “You must have forgotten that I’m a man of my word. I said I’d call you.”

“You did,” she chuckled. “And now you have.”

“Now I have,” echoed Phil. “How are you?”

“Fine. Busy. We’ve been short staffed at work, so I’m picking up extra shifts left and right. And I’m taking 20 credit hours, so…”

Phil let out a low whistle. “A lot on your plate.”

“I manage. Just takes some strong discipline.”

“Is it self-discipline or do you outsource?” he asked teasingly. “Do you have your advisor or your parents or somebody breathing down your neck?”

“Mostly self,” she said, smiling in spite of herself. “Although the specter of my mother’s expectations always looms large.”

“So does your strong self-discipline give you any wiggle room for a little down time?”

“It depends.”

“On what?”

“On what you had in mind.”

Phil laughed at that, the sound of it bubbling up and spilling over onto her end of the line. “Nothing bad, I promise. Honestly, I was just kind of hoping you might be interested in lunch. I eat with Tony and some of our other friends most days, but Tuesday and Thursday were my Audrey lunch days. I haven’t found somebody with a schedule to fill her slot, and I really don’t like eating alone.”

“So you’re asking me to stand in for your ex-girlfriend on your lunch dates?” she teased. She unwound the phone cord from her fingers and started winding it around the fingers on her other hand.

“No!” Phil insisted. “Not like that. I just figured, you know, we could both use the company. And you have to eat, so why not do it with a friend?”

“You must really hate eating by yourself.”

“You have no idea,” Phil sighed. “I never know what I’m supposed to do with myself when I eat alone. Just sit there and think about things quietly to myself while I slurp some soup?”

“Plenty of people do it,” she pointed out. “Lots of people prefer it. Fewer distractions. A chance to unwind a little, not have to worry about keeping up a conversation while also figuring out when to take bites.”

“That’s half the fun,” Phil returned. “There’s more give and take that way. Plus there’s no such thing as an awkward silence because you can just use your food as your built-in excuse.”

“I can guarantee you it’s entirely possible to have an awkward silence fall over a meal,” Melinda told him. “Just ask my parents.”

“Okay, well then prove me wrong,” Phil said. He sounded chipper, almost excited. “Have lunch with me and give me an awkward silence. If one befalls us, you can claim eternal bragging rights.”

“And if one doesn’t?”

“Then I’ll have had a lunch that wasn’t lonely, and you’ll have gotten some much needed socialization.”

“I have socialization,” Melinda protested.

“Work and class don’t count.”

“You act like I don’t have a life,” she said with a laugh. “You’re just assuming that I sit in my room doing homework until it’s time to go to work.”

“I mean, you do work two jobs on top of 20 credit hours. Not a lot of time for socialization in there.”

“I make the time,” she assured him. “Everybody needs to have outlets.”

“I couldn’t agree more,” Phil said emphatically. “So does this mean you’ll come to lunch?”

“I… you just backed me into that corner, didn’t you?” she asked, a bemused grin tugging at the corners of her mouth.

“You make it sound so tactical,” Phil laughed. “I just want a lunch buddy. But only if you’re actually interested. I don’t want a pity lunch buddy. Just a genuine one.”

“All right,” she said, after a moment of deliberation. She had to admit, it would be nice to expand her pool of friends. And spending an hour with Phil didn’t sound like a half-bad way to pass the time. “I can do lunch buddies. You’re lucky I have Tuesday and Thursday lunches free.”

* * *

If she was being honest, Melinda had fully expected to run out of things to talk about with Phil after the first thirty minutes of lunch. She figured they would catch each other up to speed on what they’d been doing since high school, maybe talk about what classes they were taking or what they were hoping to register in for next semester. She would have bet money on it. She would have lost.

Phil spent the first twenty minutes extolling the virtues of the mystery condiment he had spread all over the top of his French fries – a mixture of several things that he refused to disclose.

“Classified,” he said with a wink, popping a sauce-covered fry into his mouth. “Definitely not something I could share at the first lunch buddy meeting. But it’s the only true way to eat caf fries.”

“Well I’m not going to argue with you there,” Melinda surrendered. The fries in the dining hall left a lot to be desired, and she had to admit that the mystery sauce was an improvement upon them.

They touched on the basics, of course, but before long they had veered from a discussion about Phil’s class on American Industrial Revolutions (“ _Tony swears we’re on the cusp of a fourth one. He won’t stop talking about the information age.”_ ) into a heated debate about car manufacturers.

“It doesn’t get more classic than Chevrolet,” Phil insisted. “Louis Chevrolet blew Henry Ford out of the water by 1929, plus he had a fantastic moustache. Not to mention they gave us the Stovebolt engine, which totally changed the game.”

“While I’m all for taking Ford down a peg or two, there’s really no contest once Plymouths come on the scene,” countered Melinda. “It’s not just about hardware. It’s about style. And the Plymouths had style. The 1952 Plymouth is artwork on wheels.”

“And the 1957 one was a rust bucket,” Phil teased. “Too inconsistent. And they were always playing catch-up to Chevy. You want to talk about style? The Corvette would like a word. My dad had this red ’62… god, _that_ was a beautiful car.”

“Okay, okay, maybe you have a point,” Melinda smiled. “Honestly, I was never all that into cars. I always thought motorcycles were way cooler, but my parents would have had a collective aneurysm if I’d ever tried to get on a bike.”

“I could see you as a biker,” nodded Phil. “Cool leather jacket, wind in your hair…”

“Maybe someday.”

The hour of their first lunch passed faster than Melinda could have ever imagined, and soon one lunch turned into two, which turned into four, six, eight. Before she knew it, she was eating with Phil more regularly than anyone, even Andrew, and she found herself looking forward to their next meetings. Some days they talked the whole time, batting the conversation back and forth between them like a tennis match, but more often they found a calmer pattern, taking turns steering so that the other person could be still, eat, listen, whatever they needed that day. Phil in particular was good at striking the right balance of chatter and rest, which impressed Melinda. She had taken him for someone who talked just to fill the space, but his words always felt intentional, even if he used more of them than Melinda was accustomed to.

He was also good at recognizing the days when she needed quiet, as well as the days where she needed distracting. On those days, he’d pick a subject, like baseball statistics or the latest storyline in the Captain America comics, and just expound, letting her listen without the pressure of having to keep up the other end. To an outsider, it might have seemed like he wasn’t letting her get a word in edgewise on those days, but Melinda was always grateful it. And when she was ready to say something, he always ceded the floor like a gentleman.

One early April afternoon, as they were picking their way through chicken salad sandwiches, Phil suddenly got an odd expression on his face that caught Melinda off guard.

“What is it? Something wrong with the food?” She lowered her sandwich cautiously, but Phil shook his head.

“No, food’s fine,” he spluttered. Confused, Melinda twisted around in her seat so she could follow his perturbed gaze. Ah. That explained it. Coming in the side door of the dining hall was Audrey Nathan, entangled with a gangly guy toting an instrument case.

“Is that the oboe player?”

Phil nodded glumly.

“Looks like a downgrade to me,” Melinda shrugged, returning to her food. Phil’s eyebrows shot up his forehead as he snapped back to reality. “What?” she asked.

“You just… you can’t just say stuff like that about people,” he protested weakly.

“Why not?” Melinda gave Phil a pointed look. “I’m just giving you my opinion. He’s not close enough to hear it, although even if he was, I’d still say it, because it’s true. He looks like one of those pompous artist types – you know, the ones who think just because they’ve got a little talent and a few good connections, they don’t have to work as hard as everybody else.”

“And you can tell all that just by looking at him from across the dining hall?”

“No,” she smirked. “Although I know you’d be impressed if I could. No, I had a class with that guy last semester. He’s a loser. He kept trying to correct the professor, even though it was obvious he hadn’t done the readings.”

“What an asshole,” Phil scowled.

“I mean, he wasn’t all bad. He at least pulled his weight on our group project, but—”

“You’re defending him now?” pouted Phil. “Just when I thought you were going to let me pad my ego with the idea that he’s a terrible person.”

“It’s not my job to pad your ego,” she teased him. “I’m just here so you don’t spend your lunches in soliloquy.”

“And I’m very grateful for that,” Phil smiled. “Our arrangement has definitely been a marked improvement on my social life.”

“I can’t decide if that’s sweet or sad.”

“It’s supposed to be sweet!” Phil protested. He was laughing, though, and Melinda was happy to see that her strategy for egging him out of his Audrey funk had worked. “Hey, actually, you know what? I’ve been wanting to thank you for agreeing to hang out with me so much—”

“Unnecessary. We’re friends. Friends hang out.”

“—And I just remembered that I made a promise to you months ago. Back at the bar, remember?” Phil continued, waving off her attempts to undercut his appreciation. She didn’t like to be thanked for common decency, and he didn’t like to let things go unacknowledged. It was one of the sticking points of their rekindled friendship, but one that Melinda was slowly getting used to. “Anyway,” he said with a mischievous grin, “it occurred to me that keeping that promise would be an excellent way to thank you for your services.”

“You’re going to have to refresh my memory.”

“I’m going to be your wingman!” Phil announced proudly. “My love life’s in shambles, but I can help you find the perfect match, and then at least one of us won’t die alone.”

“You’re not going to die alone,” she told him, rolling her eyes. “You’re twenty years old. You have plenty of time to find someone else to date. As do I. And I already told you I’m not interested in having a wingman.”

“Come on,” he wheedled. “Let me try. I need something to help me believe in true love again.”

“You believe in true love?”

“You don’t?”

“Not really,” she shrugged. “I think people fall in step with each other for a while, they find people who they fit with, but nothing lasts forever. Seasons end, people change, the fit stops working.”

“That’s a little dour, don’t you think?”

“No, I don’t,” she said. “How many people do you know who are still together? Not me and Andrew, not you and Audrey, not my parents. I don’t think there’s one person out there who we’re meant to be with forever. We’re just not made for permanence.”

“So you’re just not going to date anyone ever? Because you don’t think it’s going to last?” He almost looked sad, which caught her off guard.

“I didn’t say I’m against dating,” she said quickly. “There’s nothing wrong with finding someone who makes you happy or fulfils whatever need you have. If it goes on for a while, great, if not, no harm done, because you didn’t go into it with the expectation that you were going to spend the rest of your life with somebody.”

“I guess I just don’t see it like that,” Phil said softly. “My parents told each other ‘til death do us part’ and they meant it. They stuck to that promise. I guess I just want something like that. Someone who wants to face the world shoulder to shoulder with me even when we’ve changed and we don’t fit quite like how we used to.”

“I’m sorry, Phil,” Melinda murmured. She felt her face flush. “I didn’t mean… I wasn’t thinking.”

“It’s okay,” he smiled. “I knew what you meant. We don’t have to see eye to eye on true love. It’s not like _we’re_ trying to get married. People find what works for them.”

“They do,” Melinda agreed. “And so will we. So will you. Don’t let the oboe bozo rattle you.”

“He is an oboe bozo, isn’t he?” Phil grinned.

**Notes for the Chapter:**

> Thanks a million for reading! A little short, but I hope you liked this one - I had a lunch buddy who I ate with every Friday for two years, and I still treasure that time we spent together :)


	4. Playing by the Rules

_Fall Semester, Junior Year_

“Before you say no, I need you to hear me out.”

Melinda shouldn’t have picked up the phone – she was supposed to be getting ready to walk about the door – but she had answered it instinctively. Not surprisingly, it was Phil. Besides her parents and Andrew, Phil was really the only other person who called her. He was also one of the few people she had given her new extension to, now that it was a new school year and she was shacked up in a new dorm. She wedged the phone receiver onto her shoulder and tried to tug on her shoe without losing her balance.

“Phil? I can’t really talk right now, I’m leaving for work.” She stretched the phone cord as far as it would go, trying to reach her stupid coffee visor without setting the phone down or knocking anything over. It was a task easier said than done, but she managed to snare the back of the visor with the tip of her fingers and jam it into her back pocket. No need to put the atrocious hat on her head until she was just outside the coffeeshop doors.

“I’ll make it quick,” Phil promised. “I just wanted to run something by you before I see you for lunch tomorrow. So you have time to think about it.”

“Why do I feel like I’m not going to like where this is going?”

“Because you’re a suspicious person and you don’t trust me, even though I’ve never once steered you wrong,” he joked.

“You took me to a Culture Club concert this summer.”

“And we all had fun, didn’t we? ‘Karma Chameleon’ is going to be a classic, mark my words.”

“Andrew wouldn’t stop singing it for almost two weeks after,” May said, forcing herself not to smile at the memory. The three of them hadn’t spent the _whole_ summer hanging out together, but they’d had their fair share of adventures. The Culture Club concert had been a low point for music appreciation in her opinion, but Phil was right, they had had fun, even if most of if was at the expense of Phil and his love for terrible bands.

“All right, well, this doesn’t have anything to do with bands. It’s for school. I need your help.”

“And your first thought was me? You’re a history and education double major with a minor in Spanish. I know nothing about any of those subjects.”

“You’re one of the smartest people I know,” Phil said. “And you’re perfect for this project I need help with.”

“Perfect how?”

“So it’s for that class with Professor Pierce that I’ve been trying to get into since freshman year – that pedagogy and praxis one, remember?” She did remember. Phil had talked about how badly he wanted to take Pierce’s class basically all of last semester. “We’re supposed to interview a subject over the course of the semester about their educational experiences, and then compare it to our own.”

“We went to the same high school, there wouldn’t be any point in comparing—”

“But you moved around a lot before Manitowoc, right? So you’ve been in a bunch of different schools and seen things that worked and didn’t work in tons of different places. I went to the same school with the same couple hundred people my entire life. Just think about how much I could glean from your varied experiences.”

“Phil…”

“Like I said, don’t say no yet. Think about it. We can talk more tomorrow at lunch. I know you have to get to work.”

“I’ll think about it,” she agreed.

“You’re the best, you know that?”

“I have my moments. I’ll see you tomorrow?”

“Tomorrow for sure.”

* * *

After Phil walked her through the specifics of the project the next day at lunch, Melinda found herself agreeing to help him. She wasn’t exactly keen on the idea of sitting down for documented interviews about each and every school she’d ever attended or the teachers who’d made her life that much more difficult nearly everywhere she’d ever gone, but Phil was verging on desperation and she couldn’t say no to him.

“I owe you,” he gushed, tucking the assignment back into his satchel with the loose posture of a man overcome with relief.

“Big time,” Melinda agreed, chuckling.

“I’m buying you lunch for the rest of the semester, and I know you don’t like coffee, but I’ll buy you alcohol once your birthday passes, and I’ll—”

“Phil,” she said gently. “I was kidding. You don’t have to do any of that stuff. Just let me help.” She paused, studied his face. Something about this project was getting him more worked up than he usually got about school. “What’s the deal with this project anyway? Why is it so important?”

“It’s 50% of my grade, for one,” Phil said. He leaned back in his seat and jabbed at the salad on his plate with a fork. “And Professor Pierce is a notoriously tough grader. But this class is, like, foundational to the rest of the education major. If I don’t do well in it, if I don’t impress him, then that’s basically saying like I’m not cut out for this.”

“One class doesn’t determine if you’re meant to be a teacher or not.”

“This one does,” Phil said seriously. “Plus… it’s stupid, but…” He hesitated, fiddled with his fork. Melinda waited patiently for him to continue. “He knew my dad. They met back in college, I think. I just… I want him to like me. I want him to look at me and think ‘that’s Robert’s son. A real chip off the old block,’ you know?”

Melinda nodded. “I get it.” She didn’t exactly. She had never had a burning desire to be seen as an extension of her parents, a continuation of some legacy they had laid before her. Quite the opposite, actually. But she knew Phil, and she knew how much he looked up to his father, how much he wanted to fill the shoes left behind by the giant of a man whose shadow still colored how Phil saw the world. So she didn’t get it, but she did. “You’re going to crush this project, Phil. We’re going to make the best damn project Alexander Pierce has ever seen, and then he won’t have any choice but to love you.”

“Yeah?” Phil asked, grinning.

“Yeah. I mean, you have me as an interview subject, so that already gives you a massive leg up on the competition.”

“Very true,” he agreed. “You’re sure there’s not something I can do to show my appreciation, though?”

“I’m sure,” Melinda told him. “I don’t need anything. I don’t want anything, besides you getting an A on this project.”

“I could always reissue my offer of wingman services,” Phil offered, smiling. It had become something of a joke between them, Phil always suggesting to set her up and her always turning him down.

“That’s not necessary,” Melinda smirked.

“Tony has this friend, super smart science guy who’s doing all these experiments with gamma radiation or something—”

“Phil.”

“I’ve met him before, and let me tell you, Bruce is kind of a beast in the lab, but he’s a real softie underneath. Total sweetheart—”

“He doesn’t sound like my type,” she ribbed.

“There’s this girl in my Aviation History class, then, Carol. She’s not into science, if that’s more your speed.”

“I meant I don’t date sweethearts. Not after Andrew. It’s too much work to date someone who’s a nicer person than me.”

“How did I not know you have rules for who you date?” Phil said, agape. “Now you totally have to spill. It’ll help me in my quest to finally set you up with someone.”

“You’re such a dweeb.”

“No nice guys. That’s rule one. What are the other ones?”

“I’m not going into this with you,” she insisted. She was pretty sure they were still playing around, but she couldn’t help the steeliness that slivered into her voice.

“Come on,” Phil grinned. “Throw me a bone here.”

“Fine,” she relented. God, Phil could be really irresistible sometimes. “I don’t want to date someone who’s nicer than me. I don’t want to date someone who knew me in high school. I was too much of a mess back then, I don’t want the baggage of having to prove I’ve grown up since then. I don’t want to date someone who’s got family issues to unpack, I have my own to worry about. I don’t want to date someone who hovers, or who tries to take care of me, or who gets bent out of shape when my life gets too busy for them.”

“That’s quite a list,” Phil said, a look of amusement twitching across his face.

“You asked,” she muttered. “You don’t get to make fun after you ask.”

“I wasn’t making fun,” Phil promised. He wagged his eyebrows at her. “Although that list probably explains why you haven’t gone on a date since freshman year.”

“Screw you,” she said, laughing. Whatever odd, tense feeling had gripped her momentarily had passed, and she was pleased to retreat back into the familiar territory of good-natured teasing. “And you’re not really in any position to talk, Mr. I-got-stood-up-once-and-now-I’m-never-dating-again.”

“My self-esteem was really fragile after that,” Phil protested. He was laughing now, too. “And for the record, Camilla actually asked me out again.”

“What?”

“Yeah, she looked me up right at the start of the semester. Apparently she really regretted ditching me on that coffee date last year, and she asked if she could make it up to me.”

“What did you say? Please tell me you didn’t actually agree to go out with her.”

“What if I did?” he asked. “She said she was sorry. I’m not above giving people second chances.”

“She stood you up last time. If she disrespected you like that once before, who’s to say she won’t do it again?”

“She’s not like that.” Phil’s expression darkened, and his words grew defensive. “Why are you so mad about this? I thought you’d be happy I’m getting back out there.”

“I’m not mad,” Melinda insisted, although her tone suggested otherwise. Frustrated, she forced herself to take a breath. “I’m not mad,’ she said, more calmly this time. “I am happy you’re getting back out there. I just don’t want you to get hurt.”

“Your concern is duly noted,” Phil said, with a slight nod. “And appreciated. Although I can look after myself, you know.”

“I know. I’m sorry.”

“No biggie.” Phil smiled, then. A tentative smile, one that checked to make sure they were okay after whatever weirdness had just passed over them like a momentary storm cloud. Melinda returned it. She wasn’t sure why the news about Camilla had riled her up like that, but the feeling had dissipated, swallowed back down to whatever primordial cavern intense feelings were born from and died in.

The feeling had taken her by surprise, and it left her unsettled, knowing that an emotion could tip her so far off-balance, so far away from herself. She didn’t like how vulnerable the feeling had made her, how closely it had edged her towards messing things up with one of the few friends she had here. So she resolved to conquer it, by whatever means possible. That was probably why she threw herself deeply into Phil’s project for Pierce’s class, and probably why, when a brawny guy brimming with bravado and a mustache to match asked her out a few weeks after Phil’s announcement, she’d said yes to Rick Stoner. God knows she could use the distraction.

**Notes for the Chapter:**

> I'm with Phil on this one - Karma Chameleon is a delightful tune ;) I know this one was a little short, too, but the next one is much longer and a little more eventful, I promise! We're just setting all the pieces in place right now...
> 
> Thank you all so much for reading! I'm very happy you're here, and I hope you've had a good week!


	5. A Trick of the Moonlight

The next few months were some of the busiest Melinda had ever experienced. Between work, her own classes, which were becoming considerably harder now that she had cleared all the introductory ones over the last two years, and trying to manage some semblance of a social life, there wasn’t much time for deep personal reflection, and that was just fine with her. They poured themselves into Phil’s project, too, using the work as an easy distraction any time they needed something different to do or talk about. He interviewed her about the many different schools she’d attended in her life, and she slowly grew more comfortable with the tape recorder rolling and Phil scratching notes into a well-worn spiral notebook as she talked.

She told him about the military schools she’d gone to, like the one on-base in Maryland, and how the school was strict but the kids were divided either into the ones who were ready to jump in the cockpit of a plane themselves or the ones who were some of the wildest she’d ever shared a classroom with. She told him about the ‘hippy-dippy free-wheeling’ school, as her mother still referred to it, out in a far-flung corner of Louisiana, where half of the teachers didn’t assign grades and most of the classes were held outside. She told him about having to relearn geometry three times, because they’d always moved before she had time to finish the class, and about how she once spent a semester at a Mandarin immersion school in California because the choices were between that one and a school that had been shut down for scandals of increasing severity four times in a six-month span. She even told him about the asshole kids who sneered bigoted things at her, the kids whose probably well-intentioned curiosity was just as irritating, and the teachers, who either assumed she didn’t speak English, and who shunted her off to remedial classes before even giving her a chance to open her mouth, or who assumed she was some kind of savant who could jump right into an advanced calculus class with no trouble whatsoever.

Phil was a deep listener, and a diligent note-taker. He asked good questions – ones that prompted her to think seriously about what she had taken away from every place she had been forced to try and learn – and he always left time for her to grill him back, just so she wouldn’t feel quite so much like a specimen in a tank. Sometimes she asked him questions about school, so he’d have a record of his own responses for the project, but other times she surprised him with a question about something far more entertaining than schoolwork – the latest storyline in Captain America or his opinion on whatever blockbuster movie had just come through. She liked catching him off-guard, liked making him laugh. He did it so often for her, it seemed only right to try and return the favor.

She never asked him about Camilla, and he never asked her about Rick, which is why she never mentioned to him that she had gone on precisely one date with the big lug before politely declining his offer to ever see her again. He checked all of her boxes, but he was self-absorbed and boring and far too reminiscent of the base kids who couldn’t wait to suit up and serve their country. He had droned for nearly two hours about his political science classes and his goals of running for office after graduation – local first, he’d assured her, but the US Senate before he turned 30, for sure. It wasn’t that she had anything against aspiring politicians, by any means. She certainly hoped that there were people out there who were passionate about shaping the government of her country. She just wasn’t all that interested in dating one, especially when he kept spouting lines about the value of ‘trickle-down economics.’

By the time the end of the semester rolled around, Melinda was convinced that there was nothing that could have prevented Phil from scoring top marks on the project. He had spent days compiling all of their interviews, sifting through their stories and extracting common threads, drawing lines between the differences in their experiences, synthesizing the pieces that helped to form the way he was starting to see his purpose as a future educator develop. It was truly a masterful project, nearly thirty pages long, and each one crafted with careful attention.

That’s why it came as a shock when she stopped by Phil’s room the evening before they were set to leave campus for winter break and found him ashen-faced and practically disconsolate.

“Phil? What’s wrong?” She stepped through the door he held open for her and set down the bottle of Haig she had brought to celebrate with.

“I got my grade from Pierce back,” he said numbly. He sank back onto the foot of his bed and leaned back until his head bumped against the wall.

“Already? That was fast…”

“We had to turn them in the first day of exams. He likes to grade fast so we can pick up the graded copy before break.”

“And?”

Phil gestured feebly towards his desk, where a typed copy of his paper rested. Melinda crossed to it quickly and flicked through the first few pages. Red slashes and notations marred each page, filling the margins and blocking out entire chunks of Phil’s work. Nervously, she flipped through a few more and saw the same.

“Maybe he’s just a heavy-feedback kind of guy…” Phil shook his head and waved for her to keep going. The closer she got to the end of the paper, the more he slouched down on the bed, until his face was buried in his hands and she was on the final page.

“A D?” she asked, barely above a whisper. “He gave you a D?”

“He gave me a D.”

“But why?”

“You can read his comments for yourself.”

She skimmed over the paragraphs of red ink that filled the last page. Phrases like ‘completely missed the point of the assignment,’ ‘obvious attempt to shoehorn in underlying agendas,’ and ‘total disrespect for the foundations of education’ jumped out at her and made her blood boil. “What the hell?”

“He hated it. He thought I made it too ‘political,’ I guess, because I kept talking about how the project helped me understand that there were massive reforms needed in our educational system. Too many people being left behind, too many people being ignored and mistreated just because they don’t fit the standard model anymore. He said that my data was corrupted by personal investment in my subject, which is totally unfair, because he said we could use our friends to interview, and that I must have fabricated some of the stories we included because there was no way your experiences were like that.”

“Are you serious? Why would I make that stuff up?”

“To help me promote my ‘affirmative action agenda,’ to quote his comment on page 26.”

“That’s bullshit.” Her neck was hot and she could feel her hands bunching into fists.

“Yeah, maybe. But what can I do about it? Technically his comments aren’t wrong if he feels like I didn’t do the assignment correctly. I can’t challenge a grade that I got because I ‘missed the point’ of the assignment.”

“It was a paper about documenting experiences and then taking what you learned to help you develop your own paradigm for education. How is what you turned in missing the point of that?”

“I don’t know,” he mumbled into his hands. “I don’t know, and I honestly can’t think about it any more. I just have to figure out how to tell my mom I got a D and pray that my other grades are good enough that this won’t make me lose my scholarship.”

“This is unbelievable.” She cast around the room, looking for something to help temper the urge to break something that was building up in her chest. She spotted the Haig she’d brought and decided that would work as well as anything else. “Here,” she said, easing the bottle open. “I brought this because I thought we’d be celebrating, but I guess we’re commiserating instead. Drink up.” She pressed the bottle into his hands, and Phil looked up, confused.

“What is this stuff?”

“Haig. Whiskey. We’re not selling it at the bar anymore and my manager sent me home with this so he wouldn’t have to do inventory for it.”

“Is that legal?”

“I paid him half-price for it, so it wasn’t stealing. And you know I turned 21 last month.”

“Is it good?”

“How should I know? I’ve never had it. But it’s alcohol and something shitty happened to you, so down the hatch, Coulson.”

Phil tipped the bottle into his mouth and shuddered as he swallowed a swig of the amber liquid.

“Jesus,” he coughed. “That wasn’t what I was expecting. Here, try it.”

“After such a ringing endorsement,” Melinda smirked, but she took the bottle and drank. It burned her throat a little, but it wasn’t the worst thing she’d ever tasted. She passed the bottle back to Phil.

“Here’s to failing the most important class of my college career,” he said morosely, raising the bottle in cheers before taking another mouthful.

“You didn’t fail. You got a D, and your grade was okay before that, right? So at worst you’ll end the semester with a C, which is passing. C’s get degrees, my friend,” Melinda reminded him, taking back the bottle and drinking. “Besides, you and I both know that paper deserved better. Pierce is a jackass, and he’s wrong.”

They took turns with the Haig for a few minutes, silently passing the bottle back and forth and watching through the glass as the whiskey line dipped lower.

“I just really wanted him to like me,” Phil murmured sadly. “And now he thinks I’m… I don’t know what. An idiot? A revolutionary? Insolent and ungrateful?”

“What’s so bad about being a revolutionary?” she asked, brandishing the half-empty bottle slightly. A faint buzz tickled the corners of her brain, and words slipped easier off her tongue. “The system sucks. Why not tear some of it down? I’d happily tear down the parts Pierce is a part of. Rebuild something better. And excuse us for being insolent and ungrateful to a system that failed us at every turn. You don’t say thank you to the guy who said he’d help you climb a tree but then he goes and pushes you down into the mud so he can boost himself up instead.”

“Now who’s the revolutionary?” Phil chuckled. “I didn’t realize Melinda the radical would be joining us tonight.”

“It’s been a while since she’s had something to fight for,” May smiled. She grew suddenly serious, set the bottle down. “I’ll do it, Phil, I swear to god. I’ll fight for you.”

“I don’t doubt it.”

“Hey, Phil?” The inkling of an idea was starting to sprout in her mind, and she felt the need to say it before she had time to really think about the downsides.

“Mm?”

“Two questions. One, do you trust me?”

“Of course.”

“Two, how do you feel about a little payback?”

“Payback?” He quirked an eyebrow up in curiosity.

“Harmless payback. But something to make you feel better, and to bother Pierce _just enough_ to make the thought cross his mind that the universe might not be happy with the way he treats other people.”

“I… I feel like that’s a bad idea, but… I’m strangely compelled by it,” Phil said, a slow grin spreading from ear to ear. “What did you have in mind?”

* * *

The campus was dark, and between the mid-December chill and the fact that most people had already left for break, it didn’t surprise Melinda that they didn’t run into anyone on their way from Phil’s dorm to the Education building. Well that, and the back paths and shortcuts she directed them through.

“So what exactly is the plan here?” Phil asked, puffing on his hands. In their eagerness to act before their nerve failed, neither one had thought to grab a coat or gloves.

“This is the ‘do you trust me’ part of the exercise. Don’t want to spoil the surprise.”

“You don’t have a plan, do you?”

“This whole thing is kind of spur-of-the-moment, Phil. I’m working on it.”

“That’s all I wanted to hear,” he grinned. “How do we get in? The building’s locked after hours.”

“The side door doesn’t close all the way. We can slip in there and use the back staircase.” She grabbed his wrist and pulled him around the side of the building.

“How do you know that? Have you ever even set foot in this building?”

“Mr. Liu, the custodian, told me. He’s never fixed it because it’s easier for him to slip out for his smoke break if the door doesn’t close behind him.”

“You know, everyone always says I’m the social one, but I swear, you have more contacts on this campus than anyone else I know,” Phil laughed.

“Says the guy who’s friendly enough with the little old ladies in the dining hall to always swing an extra slice on banana cream pie day.”

“I have my priorities, you have yours,” Phil shrugged.

“Come on,” Melinda told him, rolling her eyes, but smiling nonetheless. He was such a goober. She eased the door open and slipped inside, tugging Phil along behind her. They crept up the back stairs – unadorned concrete ones, rather than the fancy polished stone that could be seen on the main stairs – until they reached the third floor, which was, Phil said, the home of Pierce’s office.

“That’s his on the left,” Phil murmured, pointing to a door about 15 feet down the hall from them. “I came to his office hours a couple of times to get some feedback on my work. He never said anything about me needing to course-correct the project. I would have changed it if I knew he wasn’t going to like it.”

“We already did the pity-party portion of the evening,” Melinda hissed, elbowing him in the side. “Besides, your project kicked ass. You didn’t need to change it.” They reached Pierce’s door, and she reached out to jiggle the handle. Locked, but she figured it might be. In a flash, she fished the multitool that her father had trained her always to have on hand out of her pocket.

“What the hell is that?” Phil asked, recoiling slightly.

“Calm down, it’s just a multitool. You’re a handy guy, I figured you would have seen one of these before.”

“I’ve seen a multitool before. Just not one that looks like you lopped off a couple of Freddy Krueger’s fingers,” he said. “What are you doing?”

“Opening the door.” She flicked open the spindly set of tweezers that came on the tool. Just as she’d hoped, they were thin enough to slip into the keyhole on Pierce’s door. She began the delicate process of coaxing the pins of the lock into position. It would have been easier if she had an actual pick, but the tweezers weren’t terrible to work with, and soon the satisfying click of an opened door punctuated the thick silence of the deserted hallway. “We’re in.”

“So what do we do now?” Phil asked, trailing after her into Pierce’s office. “Wrap his desk in tin foil or something? Leave a goldfish in his coffee mug?”

“All entertaining ideas,” Melinda smiled. “Although I did leave all my tin foil and goldfish at home. I wasn’t expecting to go on a prank run tonight, so we’ll have to make do with minor inconveniences.” She cast around the office, looking for something that would inspire inspiration. “What about the books?” she asked, taking note of the meticulous system of organization that seemed to dictate where each book sat on the shelf. “We could rearrange them. I bet that would drive him crazy.”

“I can do books,” Phil nodded. He crossed over to the shelf and started pulling down volumes, shuffling them around.

“This guy’s totally anal about his stuff, isn’t he?” Melinda had wandered over to his desk. All of his pens were sorted out into separate cups by color and the nameplate at the corner of the desk was at what looked to be a precisely 90-degree angle to the desk calendar, which was parallel to his typewriter.

“They don’t call him Picky Pierce for nothing,” Phil shrugged. A mischievous glint flashed in Melinda’s eye as she was struck with a fresh idea. Quickly, she pulled all of Pierce’s pens out from their cups and started unscrewing the pieces of the pen bodies. When the pens were deconstructed, she popped the ink cartridges from each one and began methodically rebuilding each pen, only with a different ink cartridge in each one – a new color for every pen, and none that matched the color of the cap. If he didn’t like his pen colors mixing in their cups, he was going to hate having pens that wrote with an unexpected color.

“What are you working on?” Phil wanted know. He drifted over to where she was working, once he had re-shelved the last of the books.

“Changing all the ink colors on his pens,” Melinda smirked. Phil snorted and bit down hard on his lip to keep from laughing out loud.

“That’s brilliant,” he tittered. “You know he uses special colors for different things? Red for grading papers, blue for grading quizzes, green for… Well, I don’t remember the whole thing. You get the idea.”

“I feel like there’s some kind of irony about mixing up the pen colors of a guy who got mad at you for suggesting we break away from the ‘old white guy’ tradition of learning, but I’m… I’m not sober enough to figure it out,” she snickered.

“We should go,” Phil said eventually, once all of the pens had been reconstructed and sorted back out into their original cups. “That’s probably enough payback for one night.”

As they left, Melinda made sure to jiggle the door handle to pop the lock pins back into place, allowing the door to lock behind them. Better to not leave evidence of a break-in in their wake. They were halfway down the hallway when the sound of footsteps on the stairs made them freeze in their tracks.

“Oh my god,” Phil breathed, his face white. “Someone’s here.”

“We have to move,” Melinda muttered, grabbing the back of his shirt and dragging him away from the stairwell. The yellow light of a flashlight bobbed against the wall, and she knew that meant whoever was in the building with them was on their way up.

“We can’t go back down the hall, it’s too open. They’ll see us,” Phil hissed.

“Well then what do you suggest we do? There’s nowhere else to go.”

“Come on,” he said, slipping back to the stairwell and starting to climb. Her options slim and dwindling by the second, she hesitated for only a fraction of a heartbeat before following him.

They were about halfway up to the next floor when Phil, probably not as fleetfooted as he might normally be, thanks to the alcohol and blind panic that was likely coursing through him, missed a step and had to grab at the handrail to keep himself from toppling down. He managed to save himself a fall, but the noise had echoed down the stairs, and Melinda was sure they were about to be caught.

“Who’s up there?” a gruff voice called out. By the sound of it, the owner of said voice was probably somewhere near the second floor, but that was still much too close for anyone’s comfort.

“Go, go!” Phil urged, giving her a little push so she was in front of him. “There’s a service door at the top of the stairs, fifth floor. It should be open.” They dashed up the stairs then, trying desperately to keep their steps as silent as possible, but definitely prioritizing speed over stealth. The service door was right where Phil had said it would be, and Melinda pushed it open roughly, tumbling inside what looked like a maintenance room.

“This way,” Phil said, taking her by the elbow and leading her over to a section of the wall that had a large hatch near the ceiling. A small set of metal rungs led up to the hatch. He scaled the rungs quickly and flung open the hatch door and started wriggling though. Once he had cleared it, he reoriented himself so his face poked through, and he stuck out a hand. “Come on!”

Melinda grabbed his hand and hoisted herself up the rungs in one fluid motion, sliding through the opening in the wall and rolling, a little ungracefully, onto a rough, gravelly surface. Frosty air filled her lungs, and it took a minute for it to sink in that they were somehow outside. And not just outside, either, they were on—

“The roof?” she asked, getting to her feet. “You took us to the roof?”

“It was the only thing I could think of,” Phil panted. He pulled the hatch door shut behind them, but not so far that it latched.

“You do realize that we’re trapped up here? If they follow us, there’s nowhere for us to go.”

“They won’t follow us. Most people don’t even know the access hatch exists.”

“How do _you_ know it exists?” she asked, catching her own breath. Her heart was pounding in her chest, but the fear that had propelled her up the stairs was quickly being replaced with an excited rush of adrenaline.

“I found it by accident one day freshman year. I got lost looking for Dr. van Dyne’s office, and some senior told me it was in this side hallway behind the service door.”

“You fell for that?”

“Anyway,” Phil said, smiling, but refusing to acknowledge how gullible freshman-Phil had been. “I wandered through the door. It took me about two seconds to realize the senior was messing with me, but I saw the ladder to nowhere and got… curious.”

“Killed the cat, but saved our skins,” Melinda teased, returning his smile. “I’m impressed. And grateful.”

“We’ll probably have to wait a while before it’s safe to go back down,” Phil mused. “Maybe thirty minutes? Once they’re gone we can slip back through and sneak out the way we came in.”

“I guess we better get comfortable, then,” she sighed. She looked around and took stock of their surroundings. The roof was flat and bare, save for a few jutting pieces of architecture and a handful of exhaust vent towers. The hatch they had come through had deposited them near the middle of the roof, far away from the precarious edges. One of the vent towers had a sloped side to it, and she decided it would as good a place as any to wait out their pursuer. She slid into a sitting position, propping her back against the angled metal. It was almost like a recliner, if you didn’t think too hard about the lack of cushion or upholstery. Phil joined her after a minute, turning his face up to the sky and sighing deeply. The sky was grey and cloudy, although a fuzzy glow of moonlight worked its way out from behind a few of the clouds. Small flurries of dandery snowflakes were starting to drift down, dancing lazily on the blustery breeze.

“Too bad we can’t see the stars,” Phil murmured. “But the snow is nice. Kind of like stars coming to earth a little bit.”

“I think the Haig’s really starting to do a number on you,” Melinda ribbed softly. He wasn’t wrong though, not that she would ever admit it. The snow _was_ nice. Their own personal winter ballet, falling right in front of their eyes.

“Are you cold?” he asked suddenly, turning to look at her. For some reason, the question caught her completely off guard. Maybe it was the alcohol, or the excitement of being chased onto the roof, or the way the moonlight caught the side of his face just right, making his eyes sparkle and causing his nose to cast a soft shadow over half of his rosy, wind-skinned face. It illuminated the outline of his hair, which was collecting snowflakes, jewels on the crown of his head. Whatever the reason, in that moment, everything slowed down, stopped really, freezing the snow in midair, freezing the expression on Phil’s face, freezing the air in her lungs. Something caught in her chest, something solid and warm, but tight with uncertainty and anxiety at the same time. She couldn’t tear herself away from those eyes. Those shimmering, shining eyes, full of warmth and happiness, mischief and wonder.

“I’m okay,” she mumbled thickly. She wasn’t sure how the words had found their way out of her mouth, with everything moving in slow motion like it was.

“Are you sure? Because your hands are shaking.” He reached out and caught her hands up in his, grinning like nothing had happened. “Jesus, they’re like ice, Melinda.” He brought their four hands together to his mouth, puffed out his cheeks. He blew, hot air swirling around their intertwined fingers. He kept his gaze on her the whole time, the playfulness ebbing into an amused curiosity as she struggled to unstick herself from whatever thunderclap of a revelation had rooted her to the spot. Another moment passed and his eyes morphed again, the curiosity shifting into something unnamable, something full of realization, of wanting, of inquiry. Or maybe that was all in her head. Maybe that was just what she wanted to see.

“Mel?” he breathed. He was still holding her hands, still keeping them inches from his lips. Something in his muscles loosened, and he turned slightly, moving closer to her, tightening his grip on her hands, holding them. Holding her.

The second realization hit her even faster than the first. This wasn’t right. He was Phil. _Phil_. Her dopey history nerd of a friend. Her lunch buddy. The guy she knew in high school. The guy who ticked off every box on her list of things to avoid in a relationship. The guy who was, as far as she knew, still dating Camilla.

“We should go,” she said brusquely, pulling her hands back slowly, deliberately. Just because she needed to shut down whatever moment was on the verge of taking shape didn’t mean she wanted to yank herself away from him. He was still her friend, after all. She didn’t want to hurt his feelings. Just make sure that his feelings didn’t get confused. That they stayed where they needed to be. “We should get out before the snow’s deep enough to leave footprints when we head out the side door. Don’t want to lead anybody right back to our dorms.”

“Right,” said Phil. He gave himself a little shake, and a few of the snowflakes trapped in his hair tumbled down to the ground. His expression reflected the sky over their heads, clouded and opaque. She had no idea what he was thinking, which was an unusual experience for her. “You’re right. I didn’t think about the footprints.”

She could tell that whatever had just happened up there on the roof, she had handled it the wrong way. There was something stilted and fragmented about the space between them, the energy of the air all sharply charged and totally dormant at the same time. They retraced their steps back through the hatch and down the stairs of the building. The side door had been pulled shut, presumably by whoever had come to investigate the building, but it wasn’t hard to ease it far enough open for the pair of them to slip out into the snowy night. Unlike their journey up the stairs from earlier, this time there was nothing but stiff silence between the two of them as they snuck out of the building and began trekking back across campus towards the dorms.

Eventually they reached the place where the sidewalk split, the path to Melinda’s dorm veering to the right and Phil’s to the left. They were about to part ways, and she wasn’t sure if it was worse to address the elephant or to just walk away without a word.

“Well, I guess I won’t see you for a while,” Phil finally said, shuffling his feet slightly. His hands were jammed into his pockets and his shoulders were hunched against the cold. They really should have remembered to bring coats. “You’re leaving for break tomorrow, right?”

“Yeah,” she nodded. “I’m spending some time with my dad, I think, so I don’t know—”

“—who knows if we’ll run into each other in Manitowoc,” Phil overlapped. He flushed. “Sorry. Didn’t mean to talk over you.”

“You’re fine.”

“I mean, if you’re around and you want to give me a call, you can,” he said quickly. “I just didn’t know if—”

“No, yeah,” she said lamely. “I’m not really sure what my schedule will be like. But if I’m around…”

“Otherwise, you know, I guess we’ll just wait until next semester,” Phil finished. “We’ll have to hammer out a lunch time once we know what our class schedules look like.”

“Sure,” she acquiesced. “We’ll figure something out.”

“Thanks for tonight,” Phil added. Surprised, Melinda turned to look at him. What was he saying? “For cheering me up about Pierce and all. For the… whatever that stuff from the bar was called. It was nice to have a little fun. Nice to have a friend to count on.”

“Anytime.” The word came out as forced as the smile she slapped across her face. Despite the swirling snow that was now falling thickly around them, she felt hot and a little sick. She had been so stupid. She let the damn moonlight trick her and now everything was teetering on the verge of ruin. She had to reel it all back in, bury it away and let it roll off. If Phil wanted to act like things hadn’t changed, then there was nothing for her to do but play the game before her. At least that way there was a chance she hadn’t blown up their friendship in one moment of weakness and idiocy. “Have a good break, Phil.”

“Yeah, you too,” he said, smiling. It wasn’t his usual smile, though. His eyes were all wrong. Worried, maybe. “Merry Christmas.”

“Merry Christmas.”

And two roads diverged on a snowy campus, pulling them away, their steps widening the distance between them, but not nearly as much as Melinda felt her words had done. Merry Christmas, indeed.

**Notes for the Chapter:**

> Hi there :) Apologies for the delay in the posting schedule - time got away from me these last few weeks. Hope you enjoy this chapter (can you tell I wrote the first draft back in December haha?), despite the emotional rollercoaster ;) 
> 
> Thank you all so much for being here and for reading <3


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